LAST REVISED ON: JULY 5, 2019

The website located at www.cobaltai.com (the “Site”) is a copyrighted work belonging to Cobalt Robotics, Inc. (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the pages in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms of Use (these “Terms”) set forth the legally binding terms and conditions that govern your use of the SITE AND CONTENT THEREON (COLLECTIVELY, “SITE Content”).  By accessing or using ANY OF the Site Content, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).  you may not access or use the SITE CONTENT or accept the Terms if you are not at least 18 years old.  If you do not agree with all of the provisions of these Terms, do not access and/or use the SITE CONTENT.

1. ACCESS TO THE SITE CONTENT

   1. License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site Content solely to evaluate the Site Content for business purposes.
   2. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site Content, whether in whole or in part, or any content connected to the Site Content; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site Content; (c) you shall not access the Site Content in order to build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Site Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you shall not interfere with or circumvent any feature of the Site, including any security or access control mechanism, or introduce any security threats into or through the Site; and (f) you shall not use the Site or any portion thereof for any illegal, harmful, offensive, or objectionable purpose, including in a manner that disparages or defames, or violates the intellectual property or proprietary rights of, Company or any third party, or which is otherwise in violation of applicable law. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site Content shall be subject to these Terms.  All copyright and other proprietary notices on the Site Content (or on any content displayed on the Site Content) must be retained on all copies thereof.
   3. Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site Content (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site Content or any part thereof.
   4. No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site Content.
   5. Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site Content (including without limitation any design, visual interfaces, and underlying computer code) are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site Content) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
   6. Feedback. If you provide Company with any feedback or suggestions regarding the Site Content or any of Company’s products and services (“Feedback”), or submit content, materials, or information through interactive features of the Site (“Content”), you hereby assign to Company all rights in such Feedback and Content (or, if that is not possible, grant to Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback or Content in any manner and for any purpose), including to improve the Site and create or improve other products and services and agree that Company shall have the right to use and fully exploit such Feedback, Content and related information in any manner it deems appropriate.  Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.  You agree that you will not submit to Company any information or idea that is confidential or proprietary to you or any other third party.
   7. Access to Site Content. In order to use certain Site Content you may be required to download content, software, and/or required to agree to additional terms and conditions. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Site Content which you choose to use, those additional terms are hereby incorporated into these Terms in relation to your use of that product.  Use of the Site Content requires one or more compatible devices, cellular and Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Site Content involves hardware, software, and Internet access, your ability to use such Site Content may be affected by the performance of these factors.  You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

2. ACCEPTABLE USE POLICY

   1. The following terms constitute our “Acceptable Use Policy”:  You agree not to: (i) upload, transmit, or distribute to or through the Site Content any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site Content unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)  use the Site Content to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site Content, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site Content (or to other computer systems or networks connected to or used together with the Site Content), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site Content; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site Content, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site Content (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site Content for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3. THIRD-PARTY LINKS & ADS.

   The Site Content may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”).  Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads.  Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads.  You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

4. INDEMNIFICATION

   You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site Content, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5. RELEASE

   You hereby release and forever discharge the Company (and our directors, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site Content (including any interactions with, or act or omission of, other Site Content users, Speakers or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

6. DISCLAIMERS

   THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. NO INFORMATION OBTAINED BY YOU FROM THE SITE OR COMPANY OR ANY MATERIALS AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING COMPANY OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR SITE CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF FIRST USE.

   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. LIMITATION ON LIABILITY

   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE SITE CONTENT, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR THE SITE CONTENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SITE CONTENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SITE CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

   TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

   SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. TERM AND TERMINATION

   Subject to this Section, these Terms will remain in full force and effect while you use the Site Content. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, we may suspend or terminate your rights to use the Site Content at any time for any reason at our sole discretion, including for any use of the Site Content in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site Content will terminate immediately. Company will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.3 through 1.7, and 3 through 9.

9. GENERAL

   1. Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site Content. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of seven (7) calendar days following our dispatch of an e-mail notice to you (if applicable) or seven (7) calendar days following our posting of notice of the changes on our Site Content. These changes will be effective immediately for new users of our Site Content. Continued use of our Site Content following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
   2. Privacy Policy. Use the Site is also subject to Company’s Privacy Policy, a link to which is here, and which is incorporated into these Terms by this reference. Additionally, you understand and agree that Company may contact you via e-mail or otherwise with information relevant to your use of the Site Content, regardless of whether you have opted out of receiving such notices. You also agree to have your name and/or email address listed in the header of certain communications you initiate through the Site Content and related services.
   3. Export. The Site Content may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
   4. Disclosures. Company is located at the address in Section 8.9. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
   5. Electronic Communications. The communications between you and Company use electronic means, whether you use the Site Content or send us emails, or whether Company posts notices on the Site Content or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
   6. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Company submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Mateo County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Site from our offices in California, and we make no representation that Site Content is appropriate or available for use in other locations.
   7. Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site Content. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
   8. Copyright/Trademark Information. Copyright © 2019 Cobalt Robotics, Inc. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Site Content are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
   9. Contact Information:
      2121 S. El Camino Real, Suite C110
      San Mateo, CA 94403
      Telephone: (650) 781-3620
      Email: legal [at] cobaltrobotics.com

Last Updated July 5, 2019